Business Services RA & AF Template

BUSINESS SERVICES RA & AF TEMPLATE

This Business Services RA & AF Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (\"Client\") and Service Provider Name: (\"Provider\").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business services as described herein and Provider represents that it has the skill, expertise and personnel to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and Client will compensate Provider; and

WHEREAS, the parties intend that this Agreement govern the allocation of responsibilities, payment, confidentiality, allocation of risk and the procedures for termination of the engagement.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties. Provider shall provide qualified personnel and shall be responsible for all taxes, insurance and benefits for its personnel unless otherwise agreed in writing.

PAYMENT TERMS

Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within days of Client's receipt of a properly rendered invoice. Client may withhold amounts disputed in good faith, provided Client promptly notifies Provider of the dispute and pays undisputed amounts as required.

Late payments shall accrue interest at the rate specified above or, if no rate is specified, at the maximum rate permitted by law. Payment of fees is exclusive of taxes; Client shall pay any applicable sales, use or other transactional taxes, excluding taxes based on Provider's net income.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after receipt of written notice describing the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the effective date of termination and any non-cancelable commitments made by Provider in reasonable reliance on this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, including business plans, financial data, client lists, technical information, trade secrets and other proprietary information. Confidential Information does not include information that: (a) was rightfully in Receiving Party's possession prior to disclosure; (b) is or becomes publicly available through no fault of Receiving Party; (c) is lawfully obtained by Receiving Party from a third party without restriction; or (d) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Information.

Receiving Party shall: (i) use Confidential Information only for the purpose of performing its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

If Receiving Party is required by law to disclose Confidential Information, it shall provide prompt written notice to Disclosing Party and shall cooperate with Disclosing Party in seeking protective measures. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor for all purposes and nothing in this Agreement creates an employment, joint venture or agency relationship between the parties. Provider shall be solely responsible for withholding and paying all employment-related taxes and benefits for its personnel.

Assignment. Neither party shall assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under or relating to this Agreement through negotiation. If the dispute is not resolved within 30 days, the parties may pursue any available legal or equitable remedies in state or federal court located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most closely effects the parties' original intent.

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